AGREEMENT FOR SALE OF REAL PROPERTY - Greenwood Village

AGREEMENT FOR SALE OF REAL PROPERTY 

(Marjorie Perry Nature Preserve Lots) 

This Agreement for Sale of Real Property is made this ___ day of ___________, 2008, 

between THE CITY OF GREENWOOD VILLAGE, a Colorado home rule municipal 

corporation ("Buyer"), and THE TRUST FOR PUBLIC LAND, a nonprofit California public 

benefit corporation, ("Seller"). 

RECITALS 

A. The addresses and telephone numbers of the parties to this Agreement are as follows 

(telephone numbers are included for information only): 

BUYER: 

SELLER: 

The City of Greenwood Village 

The Trust for Public Land 

6060 South Quebec St. 1410 Grant Street, Suite D210 

Greenwood Village, CO 80111 Denver, Colorado 80203 

Attn: Debbie Belcik 

Attn: Justin Spring 

Tel: (303) 486-5786 Tel: (303) 837-1414 

FAX: (303) FAX: (303) 837-1131 

B. Seller is the holder of an exclusive and irrevocable option to purchase that certain real 

property located in the City of Greenwood Village, Arapahoe County, Colorado, more 

particularly described as follows: 

LOT 1, BLOCK 4, THE PRESERVE AT GREENWOOD VILLAGE FILING NO. 8, 

COUNTY OF ARAPAHOE, STATE OF COLORADO AND 

LOT 2, BLOCK 4, THE PRESERVE AT GREENWOOD VILLAGE FILING NO. 8, 

COUNTY OF ARAPAHOE, STATE OF COLORADO 

C. Said real property, together with any improvements, fixtures, timber, and water located 

thereon, and any and all rights appurtenant thereto owned or hereafter acquired by Seller, 

including but not limited to timber rights, water rights, grazing rights, access rights and mineral 

rights, shall be referred to in this Agreement as "the Subject Property." 

D. Buyer wishes to purchase the Subject Property from Seller following Seller’s purchase of 

the Subject Property from its current owner, and Seller wishes to sell the Subject Property to 

Buyer on the terms and conditions set forth in this Agreement. 

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TPL\ATTACHMENT A- AGREEMENT FOR SALE OF REAL PROPERTY.DOCM

NOW THEREFORE, in consideration of the mutual covenants and stipulations hereinafter 

set forth, the sufficiency of which is hereby acknowledged, the parties agree as follows: 

1. Purchase and Sale. Seller agrees to sell to Buyer and Buyer agrees to buy from Seller 

the Subject Property on the terms and conditions set forth herein. 

2. Purchase Terms. 

(a) Price. The purchase price for the Subject Property shall be Two Million Two 

Hundred Fifty Thousand Dollars ($2,250,000) (the "Purchase Price"). 

(b) Method of Payment. The Purchase Price shall be payable in cash, which cash 

shall be deposited in escrow at or prior to the close of escrow. 

3. Conditions Precedent to Buyer's Obligation to Purchase Subject Property and 

Seller’s obligation to sell the Subject Property. Buyer shall have no obligation to 

purchase the Subject Property, and Seller shall have no obligation to sell the Subject 

Property under this Agreement unless and until: 

(a) Buyer has received approval from the Greenwood Village City Council to 

purchase the Subject Property and adequate funds have been appropriated to do so; 

(b) Buyer has received and approved an independent USPAP appraisal of the Subject 

Property in support of the Purchase Price; and 

(c) Seller has completed its purchase of the Subject Property from its current owner 

and is in a position to convey, or cause to be conveyed, to Buyer, fee simple title to the 

Subject Property. 

4. Condition of the Subject Property. Buyer acknowledges that it has had the opportunity 

to conduct an investigation or inspection of the Subject Property, and agrees to accept the same 

"as is" in its present condition, except (i) as such condition may be affected by the 

representations and warranties made by Seller to Buyer with regard to the Subject Property in 

Section 9 of this Agreement, (ii) as such condition may be affected by the warranties arising 

under the deed conveying title from Seller to Buyer. Further: 

BUYER DOES HEREBY ACKNOWLEDGE, REPRESENT, WARRANT AND AGREE TO AND 

WITH SELLER THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF 

SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT, THE DEED AND ANY OTHER 

DOCUMENTS DELIVERED AT THE CLOSING: (i) BUYER IS EXPRESSLY PURCHASING 

THE SUBJECT PROPERTY IN ITS EXISTING CONDITION "AS IS, WHERE IS, AND WITH 

ALL FAULTS", AS OF THE DATE OF THIS AGREEMENT AND ALSO AS OF THE CLOSING 

DATE, WITH RESPECT TO ALL FACTS, CIRCUMSTANCES, CONDITIONS AND DEFECTS; 

(ii) SELLER HAS NO OBLIGATION TO INSPECT FOR, REPAIR OR CORRECT ANY SUCH 

FACTS, CIRCUMSTANCES, CONDITIONS OR DEFECTS OR TO COMPENSATE BUYER 

FOR SAME; (iii) SELLER HAS SPECIFICALLY BARGAINED FOR THE ASSUMPTION BY 

BUYER OF ALL RESPONSIBILITY TO INSPECT AND INVESTIGATE THE SUBJECT 

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PROPERTY AND OF ALL RISK OF ADVERSE CONDITIONS AND HAS STRUCTURED THE 

PURCHASE PRICE AND OTHER TERMS OF THIS AGREEMENT IN CONSIDERATION 

THEREOF; (iv) UPON THE CLOSING, BUYER SHALL HAVE UNDERTAKEN ALL SUCH 

INSPECTIONS AND INVESTIGATIONS OF THE SUBJECT PROPERTY AS BUYER DEEMS 

NECESSARY OR APPROPRIATE UNDER THE CIRCUMSTANCES AS TO THE CONDITION 

OF THE SUBJECT PROPERTY AND THE SUITABILITY OF THE SUBJECT PROPERTY 

FOR BUYER'S INTENDED USE, AND BASED UPON SAME, BUYER IS AND WILL BE 

RELYING STRICTLY AND SOLELY UPON SUCH INSPECTIONS AND EXAMINATIONS 

AND THE ADVICE AND COUNSEL OF ITS OWN CONSULTANTS, AGENTS, LEGAL 

COUNSEL AND OFFICERS AND BUYER IS FULLY SATISFIED THAT THE PURCHASE 

PRICE IS FAIR AND ADEQUATE CONSIDERATION FOR THE SUBJECT PROPERTY; (v) 

SELLER IS NOT MAKING AND HAS NOT MADE ANY WARRANTY OR REPRESENTATION 

WITH RESPECT TO ANY MATERIALS OR OTHER DATA PROVIDED BY SELLER TO 

BUYER (WHETHER PREPARED BY OR FOR SELLER OR OTHERS) OR THE EDUCATION, 

SKILLS, COMPETENCE OR DILIGENCE OF THE PREPARERS THEREOF OTHER THAN 

AS SPECIFICALLY PROVIDED HEREIN OR THE PHYSICAL CONDITION OR ANY OTHER 

ASPECT OF ALL OR ANY PART OF THE SUBJECT PROPERTY AS AN INDUCEMENT TO 

BUYER TO ENTER INTO THIS AGREEMENT AND THEREAFTER TO PURCHASE THE 

SUBJECT PROPERTY OR FOR ANY OTHER PURPOSE; AND (vi) BY REASON OF ALL THE 

FOREGOING, BUYER ASSUMES THE FULL RISK OF ANY LOSS OR DAMAGE 

OCCASIONED BY ANY FACT, CIRCUMSTANCE, CONDITION OR DEFECT PERTAINING 

TO THE SUBJECT PROPERTY. WITHOUT LIMITING THE GENERALITY OF ANY OF THE 

FOREGOING BUT SUBJECT TO THE REPRESENTATIONS AND WARRANTIES OF 

SELLER CONTAINED HEREIN AND IN THE DEED AND ANY OTHER DOCUMENTS 

DELIVERED AT THE CLOSING, BUYER SPECIFICALLY ACKNOWLEDGES THAT 

SELLER DOES NOT REPRESENT OR IN ANY WAY WARRANT THE ACCURACY OF ANY 

MARKETING INFORMATION LISTING OR DESCRIBING THE SUBJECT PROPERTY OR 

THE INFORMATION, IF ANY, PROVIDED BY SELLER TO BUYER. IN ADDITION, EXCEPT 

FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH 

HEREIN AND IN THE DEEDS AND ANY OTHER DOCUMENTS DELIVERED AT THE 

CLOSING, SELLER HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF 

ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY, 

MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR 

WORKMANLIKE CONSTRUCTION), WHETHER EXPRESSED OR IMPLIED, INCLUDING, 

BUT NOT LIMITED TO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE 

SUBJECT PROPERTY, TAX LIABILITIES, ZONING, LAND VALUE, AVAILABILITY OF 

ACCESS OR UTILITIES, INGRESS OR EGRESS, GOVERNMENTAL APPROVALS, OR THE 

SOIL CONDITIONS OF THE REAL PROPERTY. BUYER FURTHER ACKNOWLEDGES 

THAT BUYER IS BUYING THE SUBJECT PROPERTY "AS IS" AND IN ITS PRESENT 

CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS 

AGREEMENT, THE DEED AND ANY OTHER DOCUMENTS DELIVERED AT THE 

CLOSING, BUYER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR 

NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OR AFFILIATES 

WITH RESPECT TO THE SUBJECT PROPERTY, AND THAT, IN FACT, NO SUCH 

REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS 

AGREEMENT; AND 

FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION OF THIS 

AGREEMENT, SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE ON 

OR BENEATH THE SUBJECT PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) 

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OF HAZARDOUS MATERIALS, EXCEPT FOR THE REPRESENTATIONS AND 

WARRANTIES OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT, THE DEED 

AND ANY OTHER DOCUMENTS DELIVERED AT THE CLOSING. BY ACCEPTANCE OF 

THIS AGREEMENT AND THE DEED, BUYER ACKNOWLEDGES THAT BUYER'S 

OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF SUCH REAL PROPERTY 

(AND OTHER PARCELS IN PROXIMITY THERETO) HAS BEEN ADEQUATE TO ENABLE 

BUYER TO MAKE BUYER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE 

ON OR BENEATH THE SUBJECT PROPERTY (AND OTHER PARCELS IN PROXIMITY 

THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, BUYER'S CLOSING 

HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS, COMPLETE AND 

UNCONDITIONAL WAIVER AND RELEASE OF BUYER AND ITS RESPECTIVE 

SUCCESSORS' AND ASSIGNS' RIGHTS (BUT DOES NOT CONSTITUTE A WAIVER OF ANY 

GOVERNMENTAL ENTITY'S AND/OR THIRD PARTY'S RIGHTS) TO: (i) SUE SELLER AND 

ANY OF ITS RESPECTIVE AFFILIATES WITH REGARD TO ANY CLAIM, ACTION, SUIT, 

DAMAGE, OR PROCEEDING INVOLVING OR CONCERNING THE SUBJECT PROPERTY 

OR CONDITION THEREOF (OTHER THAN AS EXPRESSLY WARRANTED BY SELLER IN 

THIS AGREEMENT, THE DEED AND ANY OTHER DOCUMENTS EXECUTED BY SELLER 

IN CONNECTION WITH THE CLOSING); AND/OR (ii) CAUSE ANY SELLER, ENTITY 

COMPRISING SELLER, AND ANY OF THEIR RESPECTIVE AFFILIATES TO BE JOINED 

IN AN ACTION BROUGHT UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, 

OR REGULATION NOW EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH 

PROHIBITS OR REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR 

DISPOSAL OF HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR 

REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS MATERIALS, 

SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA," "RCRA" AND 

"SARA" ACTS. THE FOREGOING SHALL NOT LIMIT OR NEGATE THE EXPRESS 

REPRESENTATIONS AND WARRANTIES OF SELLER HEREUNDER, OR IN THE DEEDS 

AND ANY OTHER DOCUMENTS DELIVERED AT THE CLOSING. 

5. Escrow. Upon execution of this Agreement, or as soon thereafter as is convenient, the 

parties shall open an escrow with Land Title Guarantee Company, 3033 East First Avenue, Suite 

600, Denver, Colorado, 80206, Attention: Ellie Matthew, telephone No. (303) 321-1880 (the 

"Escrow Holder"), for the purpose of closing the purchase and sale of the Subject Property. 

Escrow shall close on or before March 31, 2008, subject to the satisfaction of the conditions 

precedent set forth in Section 3 above. 

6. Title. Title shall be conveyed to Buyer, free and clear of all title defects, liens, 

encumbrances, deeds of trust, and mortgages except (a) the standard printed exceptions on the 

form of title insurance policy issued pursuant to Section 7; (b) special exceptions 

______________ set forth in title commitment number _________ dated _____________ issued 

by Escrow Holder; and (c) such other matters as are approved by Buyer in writing. 

7. Title Insurance. Buyer, at Seller’s expense, shall be provided with a standard owner's 

policy of title insurance in the full amount of the Purchase Price insuring that title to the Subject 

Property is vested in Buyer upon close of escrow subject only to the exceptions noted in Section 

6. 

8. Possession. Possession shall be delivered to Buyer on close of escrow. 

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9. Seller's Representations. Seller makes the following representations: 

(a) Seller has full power and authority to enter into this Agreement and the person 

signing this Agreement for Seller has full power and authority to sign for Seller and to bind it to 

this Agreement and, at closing, will have full power and authority to sell, transfer and convey all 

right, title and interest in and to the Subject Property in accordance with this Agreement. 

(b) Seller is not a "foreign person" and is not otherwise subject to back-up 

withholding of tax under Section 1445 of the Internal Revenue Code. 

(c) The conveyance of the Subject Property in accordance with this Agreement will 

not violate any provision of state of local subdivision laws. 

(d) Within Seller’s knowledge, there is no suit, action, arbitration, legal, 

administrative or other proceeding or inquiry pending or threatened against the Subject Property, 

or any portion thereof, or pending or threatened against Seller which could affect Seller’s title to 

the Subject Property, or any portion thereof, affect the value of the Subject Property, or any 

portion thereof, or subject an owner of the Subject Property, or any portion thereof, to liability. 

(e) 

Within Seller's knowledge, there are no: 

(i) Intended public improvements or private rights which will result in the 

creation of any liens upon the Subject Property securing an obligation to pay 

money. 

(ii) Uncured notices which have been served upon Seller from any 

governmental agency notifying Seller of any violations of law, ordinance, rule or 

regulation which would affect the Subject Property or any portion thereof. 

(iii) Actual or impending mechanics liens against the Subject Property or any 

portion thereof. 

(iv) Notices or other information giving Seller reason to believe that any 

conditions existing on the Subject Property or in the vicinity of the Subject 

Property or in ground or surface waters associated with the Subject Property may 

have a material affect on the value of the Subject Property or subject the owner of 

the Subject Property to potential liabilities under environmental laws. 

(f) Each of the above representations and warranties is material and is relied upon by 

Buyer. Each of the above representations shall be deemed to have been made as of the close of 

escrow. 

(g) If, before the close of escrow, Seller discovers any information or facts that would 

materially change the foregoing representations and warranties, Seller shall immediately give 

notice to Buyer of those facts and information. If any of the foregoing representations and 

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warranties cease to be true before the close of escrow, Seller shall have the opportunity to 

remedy the problem before the close of escrow. If the problem is not remedied before close of 

escrow, either Buyer or Seller may elect to either (a) terminate this Agreement in which case 

Buyer shall have no obligation to purchase the Subject Property, or (b) defer the closing date 

until such problem has been remedied. Buyer's election in this regard shall not constitute a 

waiver of Buyer's rights in regard to any loss or liability suffered as a result of a representation or 

warranty not being true nor shall it constitute a waiver of any other remedies provided in this 

Agreement or by law or equity. 

10. Buyer's Representations. Buyer makes the following representations: 

(a) 

Buyer has all requisite authority and power to enter into this Agreement. 

(b) Neither Buyer's execution of this Agreement nor its taking any of the actions 

contemplated hereunder will violate any City, County, State or Federal laws or other 

governmental regulations. 

(c) The representations and warranties of Buyer contained herein shall be effective 

through the close of escrow. 

11. Closing Expenses and Fees. The escrow fee shall be paid one-half by Buyer and onehalf 

by Seller. Seller will pay, or cause to be paid, the premium on the title policy referred to in 

Section 7. Real estate taxes, if any, on the Subject Property shall be prorated and paid by Seller 

as of the close of escrow based upon the latest available tax bill. Other fees and charges shall be 

allocated in accordance with the customary practices of Arapahoe County, Colorado. 

12. Notices. All notices pertaining to this Agreement shall be in writing delivered to the 

parties hereto personally by hand, courier service or Express Mail, or by first class mail, postage 

prepaid, at the addresses set forth in Recital A. All notices shall be deemed given when 

deposited in the mail, first class postage prepaid, addressed to the party to be notified; or if 

delivered by hand, courier service or Express Mail, shall be deemed given when delivered. The 

parties may, by notice as provided above, designate a different address to which notice shall be 

given. 

13. No Broker's Commission. Each party represents to the other that it has not used a real 

estate broker in connection with this Agreement or the transaction contemplated by this 

Agreement. In the event any person asserts a claim for a broker's commission or finder's fee 

against one of the parties to this Agreement, the party against whom the claim is asserted will 

hold the other party harmless from said claim. 

14. Time of the Essence. Time is of the essence of this Agreement. 

15. Binding on Successors. This Agreement shall be binding not only upon the parties but 

also upon their heirs, personal representatives, assigns, and other successors in interest. 

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16. Additional Documents. Seller and Buyer agree to execute such additional documents, 

including escrow instructions, as may be reasonable and necessary to carry out the provisions of 

this Agreement. 

17. Entire Agreement; Modification; Waiver. This Agreement constitutes the entire 

agreement between Seller and Buyer pertaining to the subject matter contained in it and 

supersedes all prior and contemporaneous agreements, representations, and understandings. No 

supplement, modification or amendment of this Agreement shall be binding unless executed in 

writing by all the parties. No waiver of any of the provisions of this Agreement shall be deemed 

or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver 

constitute a continuing waiver. No waiver shall be binding unless executed in writing by the 

party making the waiver. 

18. Severability. Each provision of this Agreement is severable from any and all other 

provisions of this Agreement. Should any provision of this Agreement be for any reason 

unenforceable, the balance shall nonetheless be of full force and effect. 

19. Governing Law. This Agreement shall be governed by and construed in accordance 

with the laws of the State of Colorado. 

IN WITNESS of the foregoing provisions, the parties have executed this Agreement as of 

the date first above written. 

BUYER: 

THE CITY OF GREENWOOD VILLAGE 

SELLER: 

THE TRUST FOR PUBLIC LAND 

By: _________________________ 

Nancy N. Sharpe, Mayor 

By: _______________________ 

ATTEST: 

Title: ______________________ 

_________________________________ 

Susan M. Phillips, City Clerk 

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State of Colorado ) 

) ss. 

County of ) 

On this _____ day of _____________, 2008, before me, __________________, the 

undersigned Notary Public in and for the state of ____________, personally appeared 

__________________, personally known to me (or proved to me on the basis of satisfactory 

evidence) to be the person who executed the within instrument as ______________ on behalf of 

The Trust for Public Land, the corporation therein named and acknowledged to me that the 

corporation executed said instrument as its free and voluntary act and deed for the purposes 

therein mentioned, and on oath stated that he was authorized to so execute said instrument. 

________________________________ 

Print Name: 

Notary Public in and for the State 

of ____________________ 

Residing at . 

My commission expires . 

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AGREEMENT FOR SALE OF REAL PROPERTY - Greenwood Village

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